The searat ship lay at anchor in the shallows of the river. Twilight and her friends lay concealed at the edge of the jungle, keeping a close watch on it.

"There's only about a dozen rats in the crew," Gazan whispered. "The captain's a female with red fur. I don't know her name."

A female searat with red fur. For some reason, that description sounded familiar to Twilight, but she couldn't think why.

Celaeno was rubbing her wings together. "This is perfect. We can just board the ship an' take 'er."

Joseph nodded. "I like that plan, simple and straightforward!"

Fluttershy was worried. "I've never stolen a ship before."

Rainbow Dash winked at her. "Don't worry. We'll stick together. Ha! Searats are all great big cowards. Just show 'em a weapon an' growl, like this: Grr! That settles 'em!"

Fluttershy picked up a dagger that a parrot had given her. Waving it halfheartedly, she tried a timid growl. "Grr. How does that sound, Dashie?"

"Garrooohaharroogurrrr!" Gazan growled just like a gorilla. The red unicorn ruffled Fluttershy's mane playfully. "Do it like that. Show 'em y'mean business an' don't be half hearted about it. You'll do all right."

"I like this guy," said Rainbow Dash. "He's a born adventurer, just like me."

Joseph looked horrified. "Gazan, that was a very foolish thing to do. What if the rats heard you from their ship?"

"All the more reason why we should attack now," declared Celaeno. "All those with wings, follow me!" She took off into the air. Twilight, Rainbow Dash, Fluttershy, and the other birds followed her.

They landed right on the deck of the ship. All the rats were there.

"What in the name o' burstin' bilges is goin' on?" the captain demanded. Then she took a closer look at the ponies. "Twilight Sparkle? Rainbow Dash? What are you doing here?"

"How do you know our names?" Twilight cried.

"Come on, are you really telling me you don't remember me? After you drove us out of Equestria and killed my most beloved brother, Graypatch?"

Now Twilight remembered. She had met these rats before. In MARIEL OF PONYVILLE PART 1, they had deserted from Terramort, the island where Gabool once ruled, to invade Ponyville, but Twilight and her friends had driven them off. They had been led by a rat named Captain Graypatch. This female rat was Graypatch's sister, Fishgill.

"I'm sorry about your brother," Twilight said. "But it wasn't any of us that killed him. That was Princess Luna, who is dead now herself."

"She didn't have to kill Graypatch!" Fishgill stamped her foot in anger. "We might have attacked you, but Graypatch had given up on trying to conquer Equestria. By the time he met up with your princess, he was planning on leaving for good. And we only came to your land in the first place because we were trying to get away from Gabool."

"Wow. I never knew any of that," said Twilight. "I guess I never listened to your side of the story before."

Fishgill gave a harsh mirthless chuckle. "Nobeast ever listens to a rat's side of the story. Do you know what happened to us after we left your town? We got captured by the Diamond Dogs and forced to work in their mines, because Luna's sister Princess Celestia tricked us into going into their territory. We were their slaves for two seasons before we finally managed to escape. We found a boat and sailed to Africa, but there's not much pirating to be done on this river. We're just barely scraping by."

Twilight actually felt sorry for the rats now. She couldn't think of any words to say, but she was spared the effort when Kita the ferret suddenly appeared, climbing over the side of the ship.

"Fishgill? Is dat you? I thought I hoid your voice."

"Kita!" Fishgill exclaimed. The ferret was one of the few creatures she had ever called a friend. She ran up to Kita and hugged her. "What are you doing with these ponies?"

"I've turned over a new leaf," Kita said. "Dese guys are my friends now, dig?"

Fishgill was shocked. "How can they be your friends? Do you know what they've done to us?"

"Well, listen, dey only wanna borrow your ship for a while so dey can sail to da Pride Lands. Ever hear of dat place? Apparently dere's some kinda trouble goin' on dere…"

Fishgill let out another sarcastic laugh. "I know what's happening in the Pride Lands, and I only want to stay as far away from there as possible."

"You do? What's happening?" Rainbow Dash demanded.

"Gabool is happening, that's what. He's taken over the Pride Lands, him and a few others. Including a ghost, and another animal who's half-fox, half-wolf, or something like that. I heard all this from birds who were fleeing the Pride Lands to get away from them."

Rainbow regarded the rat suspiciously. "You sure you're not working with them?"

Fishgill shook her head vehemently. "Gabool is no friend of mine anymore, after the way he treated my brother and me. I hate him and want nothing to do with him!"

"That must be what happened to Mariel and Spike," said Captain Celaeno. "They wound up in the Pride Lands and got caught by Gabool and company!"

"Of course!" Twilight cried. "The map probably sent us here so we could save them!" Her brow wrinkled with concern. "I hope Spike hasn't been hurt."

"Well, you can't have my ship," Fishgill sneered.

Kita took her friend's paws in hers. "Listen, Fishgill, Gabool da Wild is your enemy as well as ours. Why don't ya join up wit' us? If we team up an' sail to da Pride Lands together, you could have your revenge on 'im, an' we could save our friends. It's a win-win!"

"I don't know," Fishgill said. "I've never been good at teamwork." But a change had come over her expression. Maybe it was wishful thinking, but Twilight believed Kita had already half convinced her.

"An' ya don't hafta stay here in da jungle if ya don't like it," the ferret added. "After we defeat Gabool, you could come back to Terramort wit' me. It's a different place now. Dis boid, Captain Celaeno, is in charge of it now. She'd treat ya a lot better'n Gabool did. I know she does me. Whaddya say?"

Fishgill bit her lip. She was silent for a moment. Finally, she said, "All right. I'll do it!"

On the shore, Joseph and the others couldn't figure out what was going on.

"Why ain't they fightin'?" Applejack wondered.

"It looks like they're talking, but I can't make out what they're saying," Rarity said.

Just then, Twilight came flying up to them. "We've got ourselves a ship!"

Joseph was confused. "But the rats are still up there, aren't they?"

Twilight smiled. "The rats are going to come along with us and show us the way."

"Wow," said Pinkie Pie. "How did you convince them to help us, Twilight?"

"Actually," Twilight said, "It wasn't me who convinced them. It was a good friend of ours, a ferret named Kita."